þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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•	the factors discussed in this annual report set forth under the sections titled “Risk Factors” in Part I, Item 1A, and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7;

•	general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth;

•	the rate and the pace of economic recovery following economic downturns;

•	levels of spending in business and leisure segments as well as consumer confidence;

•	declines in occupancy and average daily rate;

•	limited visibility with respect to future bookings;

•	loss of key personnel;

•	hostilities, or fear of hostilities, including future terrorist attacks, that affect travel;

•	travel-related accidents;

•	natural or man-made disasters such as earthquakes, tsunamis, tornados, hurricanes, floods, oil spills, nuclear incidents and global outbreaks of pandemics or contagious diseases or fear of such outbreaks;

•	our ability to successfully achieve certain levels of operating profits at hotels that have performance guarantees in favor of our third-party owners;

•	the impact of hotel renovations;

•	our ability to successfully execute our common stock repurchase program;

•	the seasonal and cyclical nature of the real estate and hospitality businesses;

•	changes in distribution arrangements, such as through Internet travel intermediaries;

•	changes in the tastes and preferences of our customers;

•	relationships with associates and labor unions and changes in labor laws;

•	the financial condition of, and our relationships with, third-party property owners, franchisees and hospitality venture partners;

•	if our third-party owners, franchisees or development partners are unable to access capital necessary to fund current operations or implement our plans for growth;

•	risks associated with potential acquisitions and dispositions and the introduction of new brand concepts;

•	the timing of acquisitions and dispositions;

•	failure to successfully complete proposed transactions (including the failure to satisfy closing conditions or obtain required approvals);

•	unforeseen terminations of our management or franchise agreements;

•	changes in federal, state, local or foreign tax law;

•	increases in interest rates and operating costs;

•	foreign exchange rate fluctuations or currency restructurings;

•	lack of acceptance of new brands or innovation;

•	general volatility of the capital markets and our ability to access such markets;

•	changes in the competitive environment in our industry and the markets where we operate;

•	cyber risks and information technology failures;

•	outcomes of legal proceedings; and

•	violations of regulations or laws related to our franchising business.

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Increase Market Presence.    We focus our expansion efforts on under-penetrated markets where we already have an established presence and on locations where our guests are traveling but where we do not have a presence. We intend to expand our presence by increasing the number of hotels in the Hyatt portfolio of properties, primarily by entering into new management and franchising agreements. We believe our intense focus on each customer group that we serve and our understanding of how we can serve them in new locations will result in quality growth. We have made significant progress in expanding our presence through development of new hotels and conversion of existing hotels over the past few years. For example, in New York City, we have expanded our presence from one property at the time of our IPO in 2009 to nine properties as of December 31, 2014, with each property either newly built or freshly renovated in recent years. In 2013, we more than doubled the number of Hyatt locations in France, adding more than 1,700 rooms to our portfolio. Expansion in emerging markets like China and India is central to our international growth strategy as penetration into growing cities and resort destinations provides the Company with the opportunity to drive preference for our brands as we serve a broader base of guests in these high growth markets. As of December 31, 2014, there were approximately 90 hotels open or under development in China in markets such as Beijing, Hong Kong, Macau, Shanghai and Shenzhen. In India, the total number of hotels open or under development was approximately 50 properties as of December 31, 2014. In addition to China and India, we have also announced further expansion plans into diverse international markets including Brazil, Germany, Indonesia, Japan, New Zealand, Singapore and Thailand.

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Expand Select Service Presence.    We continue to expand Hyatt Place and Hyatt House, which we believe will support our overall growth and enhance the performance of all of our brands. We intend to grow our select service presence through third-party construction of new franchised properties, conversion and renovation of existing non-Hyatt properties, and in certain cases, participation in the development of new managed properties. We believe that the opportunity for properties that provide a select offering of services at a lower price point than full service hotels is particularly compelling in certain markets, including India, China and the Middle East, where there is a large and growing middle class along with a meaningful number of local business travelers. We opened the first Hyatt Place hotel outside of the United States in 2012. As of December 31, 2014, we had twelve Hyatt Place hotels operating outside of the United States in nine countries, including Armenia, China, Chile, Costa Rica, India, Mexico, the Netherlands, Panama and the United Arab Emirates. In addition to these hotels, we have announced new management agreements for select service properties currently under development in Brazil, China, India, Mexico, Morocco, Thailand, Saudi Arabia, Switzerland and the United Kingdom.

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Increase Focus on Franchising.    We continue to increase our franchised hotel presence, primarily in the United States, for our select service brands and our Hyatt and Hyatt Regency brands. By increasing our focus on franchising, we believe that we will gain access to capital from developers and property owners that specifically target franchise business opportunities. We have an internal team dedicated to supporting our franchise owners and to driving the expansion of our franchised hotel presence. We plan to expand existing relationships and develop new relationships with franchisees who demonstrate an ability to provide excellent customer service and maintain our brand standards. In support of our strategy, we sold 43 select service hotels during 2014 and signed long-term franchise agreements with the purchasers, who intend to spend approximately $56 million in additional capital across these hotels.

o	Utilize our Capital and Asset Base for Targeted Growth.    The combination of our significant liquidity and strong capital position coupled with our large, high quality asset base provides a unique platform to support

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Pursue Strategic Acquisitions and Alliances.    We expect to continue to evaluate potential acquisitions of other brands or hospitality management or franchising companies as a part of our efforts to expand our presence. These acquisitions may include hotel real estate. We expect to focus on acquisitions that complement our ability to serve our existing customer base and enhance customer preference by providing a greater selection of locations, properties and services. Furthermore, we may pursue these opportunities in alliance with existing or prospective owners of managed or franchised properties to strengthen our brand presence. The Playa transaction is an example of an investment that allows Hyatt to increase its resort presence in Latin America and the Caribbean and create long-term value by providing a platform for future growth.

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•	Environmental Sustainability

•	Economic Development & Investment

•	Education & Personal Advancement and

•	Health & Wellness

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effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (a) any acquisition of any of our or our subsidiaries' securities (or beneficial ownership thereof) (except through the proper exercise of preemptive rights granted under the 2007 Stockholders' Agreement), or rights or options to acquire any of our or our subsidiaries' securities (or beneficial ownership thereof), or any of our or our subsidiaries' or affiliates' assets, indebtedness or businesses, (b) any tender or exchange offer, merger or other business combination involving us or any of our subsidiaries or affiliates or any assets constituting a significant portion of our consolidated assets, (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or (d) any “solicitation” of “proxies” (as such terms are used in the proxy rules under the Exchange Act) or written consents with respect to any of our or our affiliates' voting securities. For this purpose, the term “affiliates” means our affiliates primarily engaged in the hospitality, lodging and/or gaming industries;

•	form, join or in any way participate in a “group” (within the meaning of Section 13(d) of the Exchange Act) with respect to us where such group seeks to acquire any of our equity securities;

•	otherwise act, alone or in concert with others, to seek representation on or to control or influence our or our subsidiaries' management, board of directors or policies;

•	take any action which would or would reasonably be expected to force us to make a public announcement regarding any of the types of matters set forth in the first bullet point above;

•	own more than 12% of the issued and outstanding common stock, unless such ownership arises as a result of any action not taken by or on behalf of such stockholder or a related person of such stockholder; or

•	request that we or any of our representatives, directly or indirectly, amend or waive any of the foregoing provisions.

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•	changes and volatility in general economic conditions, including the severity and duration of any downturn in the U.S., Europe or global economy and financial markets;

•	war, civil unrest, terrorist activities or threats and heightened travel security measures instituted in response to these events;

•	fear of outbreaks or outbreaks of pandemic or contagious diseases;

•	climate change and resource scarcity, such as water and energy scarcity;

•	natural or man-made disasters, such as earthquakes, tsunamis, tornados, hurricanes, floods, oil spills and nuclear incidents;

•	changes in the desirability of particular locations or travel patterns of customers;

•	decreased corporate budgets and spending and cancellations, deferrals or renegotiations of group business;

•	low consumer confidence, high levels of unemployment and depressed housing prices;

•	the financial condition of the airline, automotive and other transportation-related industries and its impact on travel;

•	decreased airline capacities and routes;

•	travel-related accidents;

•	oil prices and travel costs;

•	statements, actions or interventions by governmental officials related to travel and corporate travel-related activities, and the resulting negative public perception of such travel and activities;

•	domestic and international political and geo-political conditions;

•	changes in taxes and governmental regulations that influence or set wages, prices, interest rates or construction and maintenance procedures and costs;

•	the costs and administrative burdens associated with compliance with applicable laws and regulations;

•	changes in operating costs, including, but not limited to, labor (including minimum wage increases), energy, food, workers' compensation, benefits, insurance and unanticipated costs resulting from force majeure events;

•	significant increases in cost for healthcare coverage for employees and potential government regulation with respect to health coverage;

•	the lack of availability, or increase in the cost, of capital for us or our existing and potential owners;

•	cyclical over-building in the hotel, all inclusive and vacation ownership industries; and

•	organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of group business for our hotels generally as a result of certain labor tactics.

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•	the laws, regulations and policies of foreign governments relating to investments and operations, the costs or desirability of complying with local practices and customs, and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad;

•	potential negative consequences from changes in taxation policies and currency exchange rate fluctuations or currency restructurings;

•	limitations/penalties on the repatriation of non-U.S. earnings;

•	import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements, including imposition of tariffs or embargoes, export regulations and controls and other trade restrictions;

•	political and economic instability;

•	the difficulty of managing an organization doing business in many jurisdictions;

•	uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses; and

•	rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism or the threat of international boycotts or U.S. anti-boycott legislation.

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•	governmental regulations relating to real estate ownership;

•	real estate, insurance, zoning, tax, environmental and eminent domain laws;

•	the ongoing need for owner funded capital improvements and expenditures to maintain or upgrade properties;

•	risks associated with mortgage debt, including the possibility of default, fluctuating interest rate levels and the availability of replacement financing;

•	risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues;

•	fluctuations in real estate values or potential impairments in the value of our assets; and

•	the relative illiquidity of real estate compared to some other assets.

•	go bankrupt or otherwise are unable to meet their capital contribution obligations;

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•	have economic or business interests or goals that are or become inconsistent with our business interests or goals;

•	are in a position to take action contrary to our instructions, our requests, our policies, our objectives or applicable laws;

•	subject the property to liabilities exceeding those contemplated;

•	take actions that reduce our return on investment; or

•	take actions that harm our reputation or restrict our ability to run our business.

•	issuing shares of stock that could dilute the interests of our existing stockholders;

•	spending cash and incurring debt;

•	assuming contingent liabilities;

•	contributing properties or related assets to hospitality ventures that could result in recognition of losses; or

•	creating additional expenses.

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•	coordinating sales, distribution and marketing functions;

•	integrating technology information systems; and

•	preserving the important licensing, distribution, marketing, customer, labor and other relationships of the acquired assets.

•	construction delays or cost overruns (including labor and materials) that may increase project costs;

•	obtaining zoning, occupancy and other required permits or authorizations;

•	changes in economic conditions that may result in weakened or lack of demand or negative project returns;

•	governmental restrictions on the size or kind of development;

•	force majeure events, including earthquakes, tornados, hurricanes, floods or tsunamis; and

•	design defects that could increase costs.

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•	a risk that cash flow from operations will be insufficient to meet required payments of principal and interest;

•	restrictive covenants, including covenants related to certain financial ratios. See Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for further information related to restrictions under our financial covenants; and

•	the risk that any increase in the interest rate applicable to any borrowings under our revolving credit facility could reduce our cash flows available for other corporate purposes, including investments in our portfolio, could limit our ability to refinance existing debt when it matures or could increase interest costs on any debt that is refinanced.

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•	health and safety;

•	the use, management and disposal of hazardous substances and wastes;

•	discharges of waste materials into the environment, such as refuse or sewage; and

•	air emissions.

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•	be expensive and time consuming to defend;

•	force us to stop providing products or services that use the intellectual property that is being challenged;

•	force us to redesign or rebrand our products or services;

•	divert our management's attention and resources;

•	force us to enter into royalty or licensing agreements to obtain the right to use a third-party's intellectual property; or

•	force us to pay significant damages.

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•	quarterly variations in our operating results compared to market expectations;

•	announcements of acquisitions of or investments in other businesses and properties or dispositions;

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•	announcements of new services or products or significant price reductions by us or our competitors;

•	size of the public float;

•	future conversions to and sales of our Class A common stock by current holders of Class B common stock in the public market, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares;

•	stock price performance of our competitors;

•	fluctuations in stock market prices and volumes;

•	default on our indebtedness or foreclosure of our properties;

•	changes in senior management or key personnel;

•	changes in financial estimates by securities analysts;

•	negative earnings or other announcements by us or other hospitality companies;

•	downgrades in our credit ratings or the credit ratings of our competitors;

•	issuances or repurchases of equity or debt securities;

•	a decision to pay or not to pay dividends; and

•	global economic, legal and regulatory factors unrelated to our performance.

•	Our amended and restated certificate of incorporation provides for a dual class ownership structure, in which our Class B common stock is entitled to ten votes per share and our Class A common stock is entitled to one vote per share. As a result of this structure, our major stockholders have significant influence or actual control over matters requiring stockholder approval.

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Voting agreements entered into with or among our major stockholders require these stockholders to vote their shares consistent with the recommendation of our board of directors, assuming in certain instances that a majority of a minimum of three independent directors (excluding for such purposes any Pritzker) or, in the case of transactions involving us and an affiliate, all of such minimum of three independent directors (excluding for such purposes any Pritzker) agree with the recommendation. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval.

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Lock-up agreements entered into with stockholders party to our 2007 Stockholders' Agreement limit the ability of these stockholders to sell their shares to any person who would be required to file a Schedule 13D with the SEC disclosing an intent to acquire the shares other than for investment purposes and, in certain instances, to competitors of ours in the hospitality, lodging or gaming industries.

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Stockholders party to our 2007 Stockholders' Agreement have agreed, subject to certain limited exceptions, to “standstill” provisions that prevent the stockholders from acquiring additional shares of our common stock, making or participating in acquisition proposals for us or soliciting proxies in connection with meetings of our stockholders, unless the stockholders are invited to do so by our board of directors.

•	Our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting.

•	Our directors may be removed only for cause, which prevents stockholders from being able to remove directors without cause other than those directors who are being elected at an annual meeting.

•	Our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors. As a result, holders of our Class B common stock will control the election of directors and the ability of holders of our Class A common stock to elect director candidates will be limited.

•	Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office.

•	Actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent.

•	Special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors.

•	Advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.

•	Our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying or preventing a change of control.

•	An affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend any provision of our certificate of incorporation or bylaws.

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(1)	Unless otherwise indicated, ownership percentages include both the property and the underlying land.

(2)	Property is accounted for as a capital lease.

(3)	Property is accounted for as an operating lease.

(4)	Our ownership interest in the property is subject to a third-party ground lease on the land.

(5)	We own a 50% interest in the entity that is the operating lessee and it is an unconsolidated hospitality venture.

(6)	We own a 100% interest in the entity that is the operating lessee.

(7)	In February 2015, we announced the sale of Hyatt Regency Indianapolis.

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Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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(1)

Represents revenues that we receive from third-party property owners who reimburse us for costs that we incur on their behalf, with no added margin. These costs relate primarily to payroll at managed properties where we are the employer. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal Factors Affecting Our Results of Operations—Revenues.”

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•	246 managed properties (84,352 rooms), all of which we operate under management agreements with third-party property owners;

•	239 franchised properties (38,742 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third-parties;

•	35 owned properties (17,961 rooms) (including 1 consolidated hospitality venture), 1 capital leased property (171 rooms) and 7 operating leased properties (2,410 rooms), all of which we manage;

•	18 managed properties and 9 franchised properties owned or leased by unconsolidated hospitality ventures (7,469 rooms);

•	5 all inclusive resorts (1,881 rooms), all of which are owned and operated by an unconsolidated hospitality venture that has franchise agreements with us;

•	16 vacation ownership properties (1,094 units), all of which are licensed by ILG under the Hyatt Residence Club brand and operated by third parties; and

•	11 residential properties (1,185 units), all of which we manage and one of which we own.

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•	Owned and leased hotels, which consists of our owned and leased full service and select service hotels and, for purposes of segment Adjusted EBITDA, our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture.

•	Americas management and franchising, which consists of our management and franchising of properties located in the United States, Latin America, Canada and the Caribbean.

•	ASPAC management and franchising, which consists of our management and franchising of properties located in Southeast Asia, as well as China, Australia, South Korea and Japan.

•	EAME/SW Asia management, which consists of our management of properties located primarily in Europe, Africa, the Middle East, India and Nepal, as well as countries along the Persian Gulf and the Arabian Sea.

•	equity earnings (losses) from unconsolidated hospitality ventures;

•	gains on sales of real estate and other;

•	asset impairments;

•	other income (loss), net;

•	net (income) loss attributable to noncontrolling interests;

•	depreciation and amortization;

•	interest expense; and

•	provision for income taxes.

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Our management agreements typically provide for a two-tiered fee structure that compensates us both for the volume of business we generate for the property as well as for the profitability of hotel operations. In these two-tier fee structures, our base compensation is a base fee that is usually an agreed upon percentage of gross revenues from hotel operations. In addition, we are paid an incentive fee that is typically calculated as a percentage of a hotel profitability measure, as defined in the applicable agreement. Outside of the United States, our fees are often more dependent on hotel profitability measures, either through a single management fee structure where the entire fee is based on a profitability measure, or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee.

•	Franchise fees generally consist of an initial application fee and continuing royalty fees calculated as a percentage of gross room revenues. Royalty fees for our full service brands also include a percentage of gross food and beverage revenues and gross spa revenues, where applicable.

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•	sold 38 select service properties for approximately $581 million, net of closing costs. We entered into long-term franchise agreements with the purchaser of the hotels;

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sold the Hyatt Residential Group for approximately $222 million, which includes an interest in a joint venture that owns and is developing a vacation ownership property in Maui, Hawaii, as well as a full service hotel. We entered into a master license agreement with ILG and are receiving ongoing license fees under this agreement. The Hyatt Residence Club and the vacation ownership resorts will retain the Hyatt Residence Club brand;

•	sold nine select service properties and one full service property for a combined $311 million, net of closing costs. The properties will remain Hyatt-branded hotels under long-term agreements;

•	acquired the recently constructed Park Hyatt New York for a purchase price of approximately $392 million, including $1 million of cash;

•	acquired the Hyatt Regency Lost Pines Resort and Spa and adjacent land from a joint venture in which we hold an 8.2% interest, for approximately $164 million. As part of the acquisition, we recorded debt of approximately $69 million, inclusive of a $3 million debt premium;

•	sold the Hyatt Regency Vancouver for approximately $116 million, net of closing costs. We entered into a long-term management agreement with the purchaser of the hotel;

•	sold the Park Hyatt Washington for approximately $97 million, net of closing costs. We entered into a long-term management agreement with the purchaser of the hotel;

•	sold the Park Hyatt Toronto for approximately $88 million, net of closing costs. We entered into a long-term management agreement with the purchaser of the hotel;

•	sold five select service properties for a total of $51 million, net of closing costs. We entered into long-term franchise agreements with the purchasers of the hotels;

•	four joint ventures in which we hold an ownership interest and which are classified as equity method investments within our owned and leased hotels segment each sold a hotel to a third party. The hotels will all remain Hyatt-branded hotels under long-term management or franchise agreements;

•	acquired the Hyatt Regency Grand Cypress for $191 million after exercising our purchase option under a capital lease. This purchase reduced our capital lease obligation, which was recorded in current maturities of long-term debt on our consolidated balance sheets as of December 31, 2013.

•	acquired The Peabody in Orlando, Florida for a purchase price of approximately $716 million. The hotel was subsequently rebranded the Hyatt Regency Orlando and is our first large convention hotel presence in the Orlando market;

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acquired the remaining 70% interest in the entity that owned the Grand Hyatt San Antonio hotel for a purchase price of $16 million. We previously held a 30% interest in the hotel and accounted for the hotel as an unconsolidated hospitality venture under the equity method. As part of the purchase, we repaid $44 million of mezzanine debt and consolidated $198 million of outstanding bonds that were held at the hospitality venture;

•	acquired The Driskill hotel in Austin, Texas for a purchase price of approximately $85 million;

•	invested $325 million in Playa, a company that has been formed to own, operate and develop all inclusive resorts, which represented $271 million and $54 million of preferred and common shares, respectively;

•	sold seven full service properties for $497 million, net of closing costs, including two Andaz properties, three Hyatt properties, and two Hyatt Regency properties. We entered into either long-term management agreements or long-term franchise agreements with the owners of each of these properties; and

•	sold four select service properties for a combined $68 million, net of closing costs. We entered into long-term management agreements with the purchasers of each of these hotels.

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acquired all of the outstanding shares of capital stock of a company that owned a full service hotel in Mexico City, Mexico in order to expand our presence in the region. The total purchase price was approximately $202 million. As part of the purchase, we acquired cash and cash equivalents of $12 million, resulting in a net purchase price of $190 million. We began managing this property during the year ended December 31, 2012 and have rebranded it as Hyatt Regency Mexico City;

•	acquired the Hyatt Regency Birmingham in the United Kingdom, previously managed by us, for a net purchase price of approximately $43 million;

•	sold seven Hyatt Place properties and one Hyatt House property for an aggregate amount of approximately $87 million, net of closing costs. In conjunction with the sale, we entered into a long-term management agreement for each property with the third-party purchaser of the hotels; and

•	sold our interest in two joint ventures classified as equity method investments, which were included in our owned and leased hotels segment, to a third party for an aggregate amount of $52 million. Each venture owned a hotel that we managed. At the time of the sale we signed agreements with the third-party purchaser to extend our existing management agreements for the hotels by ten years.

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•	opened a full service hotel; opened a select service hotel; and acquired a full service hotel from an unconsolidated hospitality venture in 2014

•	sold seven full service hotels and four select service hotels in 2013

•	sold four full service hotels and 52 select service hotels in 2014

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•	purchased a net total of $101 million of marketable securities and short-term investments.

•	sold nine select service properties and one full service property for $310 million, net of closing costs and cash transferred, of which $232 million was classified as restricted cash in anticipation of consummation of a like-kind exchange agreement and was released upon the completion of the like-kind exchange.

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sold a portfolio of 38 select service properties for approximately $581 million, of which $403 million was classified as restricted cash in anticipation of a like-kind exchange agreement, of which $311 million was subsequently released upon the completion of the like-kind exchange agreement. Accordingly, we classified net proceeds of $92 million as restricted cash on our consolidated balance sheets as of December 31, 2014.

•	sold Hyatt Residential Group for $222 million, which includes an interest in a joint venture that owns and is developing a vacation ownership property in Maui, Hawaii, as well as a full service hotel. The net proceeds of $220 million included working capital adjustments of $2 million.

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•	sold the Park Hyatt Washington for approximately $97 million, of which $97 million was classified as restricted cash in anticipation of a like-kind exchange agreement which was subsequently released upon the completion of the like-kind exchange.

•	sold the Park Hyatt Toronto for approximately $88 million and the Hyatt Regency Vancouver for $116 million, of which combined $87 million was classified as restricted cash pending clearance from the Canada Revenue Agency pursuant to Withholding Tax Escrow Agreements.

•	sold five Hyatt Place properties for $51 million, of which $51 million was classified as restricted cash on our consolidated balance sheets as of December 31, 2014, in anticipation of a like-kind exchange agreement.

•	acquired the recently constructed Park Hyatt New York hotel, for a purchase price of $392 million. Included in the working capital adjustments is cash of $1 million, resulting in a net cash outflow of $391 million.

•	acquired the Hyatt Regency Lost Pines Resort and Spa and adjacent land from an unconsolidated hospitality venture in which we hold an 8.2% interest. We purchased the hotel and adjacent land for a purchase price of approximately $164 million. Included in the working capital adjustments is cash and cash equivalents of $7 million, resulting in a net cash outflow of $157 million.

•	released $74 million from restricted cash in conjunction with the 2013 sale of Hyatt Key West and the consummation of a like-kind exchange agreement.

•	invested a total of $114 million in investments which includes $98 million in unconsolidated hospitality ventures.

•	received proceeds of $56 million, which primarily related to two mezzanine loan receivables.

•	capital expenditures were $253 million (see "Capital Expenditures" below).

•	received a total of $440 million in net proceeds from marketable securities and short-term investments.

•	sold seven full service properties for $497 million, net of closing costs, of which $437 million was classified as restricted cash in anticipation of consummation of a like-kind exchange agreement, of which $363 million has been subsequently released.

•	received proceeds of $277 million related to a mortgage loan receivable.

•	sold four Hyatt Place properties for cash proceeds of $68 million, net of closing costs, of which $23 million was classified as restricted cash in anticipation of consummation of a like-kind exchange agreement which was subsequently released.

•	received $63 million as a return of our preferred equity investment in the entity that owns the Hyatt Regency New Orleans.

•	released $44 million from restricted cash in conjunction with the sale of three Hyatt Place properties in 2012, as a like-kind exchange was not consummated within the allowable time frame.

•	invested a total of $428 million in unconsolidated hospitality ventures, which included $325 million for an investment in Playa and $68 million for an investment in Wailea Hotel and Beach Resort, LLC, related to our commitment to the development of a hotel property in the State of Hawaii.

•	acquired The Peabody in Orlando, Florida for a purchase price of $716 million, which includes $2 million of cash received, The Driskill in Austin, Texas for a purchase price of $85 million and the remaining 70% interest in the entity that owned the Grand Hyatt San Antonio hotel for a purchase price of $16 million, which includes $1 million of cash acquired.

•	capital expenditures were $232 million (see "Capital Expenditures" below).

•	acquired the common stock of an entity that owned the Hotel Nikko Mexico in Mexico City, Mexico, for a net purchase price of $190 million.

•	acquired the Hyatt Regency Birmingham in the United Kingdom for a net purchase price of approximately $43 million.

•	sold seven Hyatt Place properties and one Hyatt House property for a combined $87 million, net of closing costs, to an unrelated third party.

•	sold our interest in two equity method investments to a third party for $52 million.

•	capital expenditures were $301 million (see “Capital Expenditures” below).

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(1)	Excludes approximately $638 million and $672 million of our share of unconsolidated hospitality venture indebtedness as of December 31, 2014 and 2013, respectively, substantially all of which is non-recourse to us.

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•	create any liens on our principal properties, or on the capital stock or debt of our subsidiaries that own or lease principal properties, to secure debt without also effectively providing that the Senior Notes are secured equally and ratably with such debt for so long as such debt is so secured; or

•	enter into any sale and leaseback transactions with respect to our principal properties.

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(1)	Includes principal as well as interest payments. Assumes constant foreign exchange rates as of December 31, 2014 for floating rate debt and international debt.

(2)	Primarily consists of deferred compensation plan liabilities and obligations to fund contract acquisition costs, loans to hotel owners or other investments. Excludes $62 million in long-term tax positions due to the uncertainty related to the timing of the reversal of those positions.

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determine whether or not a triggering event has occurred. The final determination of the occurrence of a triggering event is based on our knowledge of the hospitality industry, historical experience, location of the property, market conditions and property-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis;

•	determine the projected undiscounted future operating cash flows when necessary. The principal factor used in the undiscounted cash flow analysis requiring judgment is our estimates regarding long-term growth and costs which are based on historical data, various internal estimates and a variety of external sources and are developed as part of our routine, long-term planning process; and

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determine the estimated fair value of the respective long-lived asset when necessary. In determining the fair value of a long lived asset, we typically use internally developed discounted cash flow models. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, the discount rates and the terminal value growth rate assumptions. Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources.

•	length of time and extent of the decline;

•	loss of value as a percentage of the cost of the unconsolidated hospitality venture;

•	financial condition and near-term financial projections of the unconsolidated hospitality venture;

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•	our intent and ability to retain the unconsolidated hospitality venture to allow for the recoverability of the lost value; and

•	current economic conditions.

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whether or not there is an indication that a loss in value has occurred. The final determination of whether a loss in value has occurred is based on our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions and venture-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis;

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the estimated fair value of the unconsolidated hospitality venture when necessary. In determining the fair value of an unconsolidated hospitality venture we typically utilize internally developed discounted cash flow models. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future cash flows of the venture, the discount rates and the terminal value growth rate assumptions. Our estimates of long-term growth and costs are based on the unconsolidated hospitality venture’s historical data, various internal estimates and a variety of external sources; and

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whether a decline in value is deemed to be other than temporary. The final determination is based on our review of the consideration factors mentioned above, as well as our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions and venture-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis.

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Item 10.	Directors, Executive Officers and Corporate Governance.

Item 11.	Executive Compensation.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Item 13.	Certain Relationships and Related Transactions, and Director Independence.

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Item 14.	Principal Accountant Fees and Services.

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Item 15.	Exhibits and Financial Statement Schedule.

(a)	Financial Statements

(b)	Financial Statement Schedule

(c)	Exhibits

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•	Owned and leased hotels revenues are derived from room rentals and services provided at our owned, leased, and consolidated hospitality venture properties and are recorded when rooms are occupied and services have been rendered. Sales and occupancy taxes are recorded on a net basis in the consolidated statements of income.

•	Management and franchise fees earned from hotels managed and franchised worldwide:

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Management fees primarily consist of a base fee, which is generally computed as a percentage of gross revenues, and an incentive fee, which is generally computed based on a hotel profitability measure. Base fee revenues are recognized when earned in accordance with the terms of the contract. We recognize incentive fees that would be due as if the contract were to terminate at that date, exclusive of any termination fees payable or receivable by us.

–	Realized gains from the sale of hotel real estate assets where we maintain substantial continuing involvement in the form of a long-term management contract are deferred and recognized as management fee revenue over the term of the underlying management contract.

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Franchise fees consist of an initial application fee and continuing royalty fees calculated based on a percentage of gross rooms’ revenues and in certain circumstances, food and beverage revenues and are recognized as the fees are earned and become due from the franchisee and when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor.

•	Other revenues

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Other revenues primarily includes revenues from our vacation ownership business, earned through the date of sale of the business in the fourth quarter of 2014. Prior to the sale, we recognized vacation ownership revenue when a minimum of 10% of the purchase price for the interval had been received, the period of cancellation with refund had expired, and receivables were deemed collectible. For sales that did not qualify for full revenue recognition, as the project had progressed beyond the preliminary stages, but had not yet reached completion, all

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Other revenues also include revenues from our co-branded credit card launched in 2010. We recognize revenue from our co-branded credit card upon: (1) the sale of points to our third-party partner; and (2) the fulfillment or expiration of a card member's activation offer. We receive incentive fees from our third-party partner upon activation of each credit card, which we defer until the associated compensated nights awarded on member activation are redeemed or expired.

•	Other revenues from managed properties represent the reimbursement of costs incurred on behalf of the owners of hotel properties we manage. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our net income.

•	sales proceeds for like-kind exchange agreements of $143 million and $74 million, respectively, that were placed into an escrow account administered by an intermediary (see Note 8).

•	reserves statutorily required to be held by our captive insurance subsidiary of $88 million and $74 million, respectively (see Note 15).

•	proceeds from $27 million and $16 million, respectively, drawn on a loan that are being used for the development of a hotel in Brazil (see Note 10).

•	$9 million and $10 million, respectively, related to debt service on bonds that were acquired in connection with the acquisition of the entity that owned the Grand Hyatt San Antonio hotel (see Note 10). In addition, we have $9 million and $11 million, respectively, recorded in other assets.

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•	Secured Financing to Hotel Owners

–	These financing receivables are senior, secured mortgage loans and are collateralized by underlying hotel properties currently in operation. We determine our secured financing to hotel owners to be non-performing if either interest or principal is greater than 90 days past due based on the contractual terms of the individual mortgage loans.

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We individually assess all loans in this portfolio for impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the individual loan agreement. This assessment is based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including loan performance, individual market factors, hotel performance, and the collateral of the underlying hotel. We measure loan impairment based on either the present value of expected future cash flows discounted at the loan’s effective interest rate or the estimated fair value of the collateral. The measurement method used is based on which would be most appropriate given the nature of the loan, the underlying collateral, and the facts and circumstances of the individual loan. For impaired loans, we establish a specific loan loss reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. The loan loss reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.

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If we consider secured financing to hotel owners to be non-performing or impaired, we place the financing receivable on non-accrual status. We will recognize interest income when received for non-accruing finance receivables. Accrual of interest income is resumed when the receivable becomes contractually current and collection doubts are removed. We write off secured financing to hotel owners when we determine that the loans are uncollectible and when all commercially reasonable means of recovering the loan balances have been exhausted.

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•	Vacation Ownership Mortgage Receivables. As of December 31, 2014, we have completed the sale of our vacation ownership business and thus the outstanding balance in vacation ownership mortgage receivables is zero.

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These financing receivables were comprised of various mortgage loans related to our financing of vacation ownership interval sales. We recorded an estimate of uncollectibility as a reduction of sales revenue at the time revenue was recognized on a vacation ownership interval sale. We evaluated this portfolio collectively as we held a large group of homogeneous, smaller-balance, vacation ownership mortgage receivables and used a technique referred to as static pool analysis, which tracked uncollectibles over the entire life of those mortgage receivables. We used static pool analysis as the basis for determining our general reserve requirements on our vacation ownership mortgage receivables. The adequacy of the related allowance was determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including defaults, aging and historical write-offs of these receivables. The allowance was maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.

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We determined our vacation ownership mortgage receivables to be non-performing if either interest or principal was greater than 120 days past due based on the contractual terms of the individual mortgage loans and would not recognize interest income. We wrote-off vacation ownership mortgage receivables that were over 120 days past due, on the date which we determined the mortgage receivables to be uncollectible.

•	Unsecured Financing to Hotel Owners

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These financing receivables are primarily made up of individual loans and other types of unsecured financing arrangements provided to hotel owners. These financing receivables have stated maturities and interest rates, however, the repayment terms vary and may be dependent upon future cash flows of the hotel. We determine our unsecured financing to hotel owners to be non-performing if interest or principal is greater than 90 days past due or if estimates of future cash flows available for repayment of these receivables indicate that there is a collectibility risk. We do not recognize interest income on non-performing financing arrangements and only resume interest recognition if the financing receivable becomes current.

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We individually assess all financing receivables in this portfolio for collectability and impairment. We determine a loan to be impaired if it is probable that we will be unable to collect all amounts due according to the contractual terms of the individual loan agreement based on an analysis of several factors including current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including capital structure, individual hotel performance, and individual financing arrangement. We measure loan impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows. The impairment reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans.

–	We write off unsecured financing to hotel owners when we determine that the receivables are uncollectible and when all commercially reasonable means of recovering the receivable balances have been exhausted.

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Secured Financing to Hotel Owners—These financing receivables are senior, secured mortgage loans and are collateralized by underlying hotel properties currently in operation. These loans at December 31, 2014 and December 31, 2013 include financing provided to certain franchisees for the renovation and conversion of certain franchised hotels. These franchisee loans accrue interest at fixed rates ranging between 5.0% and 5.5%.

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Unsecured Financing to Hotel Owners—These financing receivables are primarily made up of individual unsecured loans and other types of financing arrangements provided to hotel owners. Our other financing receivables have stated maturities and interest rates. However, the expected repayment terms may be dependent on the future cash flows of the hotels and these instruments, therefore, are not considered loans as the repayment dates are not fixed or determinable. Because the other types of financing arrangements are not considered loans, we do not include them in our impaired loans analysis. Since these receivables may come due earlier than the stated maturity date, the expected maturity dates have been excluded from the maturities table below.

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•	Vacation Ownership Mortgages Receivables—These financing receivables are comprised of various mortgage loans related to our financing of vacation ownership interval sales. In the fourth quarter of 2014, we sold our vacation ownership business, therefore the outstanding balance in Vacation Ownership Mortgage Receivables is zero at December 31, 2014.

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•	Past-due Receivables—We determine financing receivables to be past-due based on the contractual terms of each individual financing receivable agreement.

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Non-Performing Receivables—Receivables are determined to be non-performing based upon the following criteria: (1) if interest or principal is more than 90 days past due for secured financing to hotel owners and unsecured financing to hotel owners; (2) if interest or principal is more than 120 days past due for vacation ownership mortgage receivables; or (3) if an impairment charge has been recorded for a loan or a provision established for our other financing arrangements. For the years ended December 31, 2014 and 2013, no interest income was accrued for secured financing to hotel owners and unsecured financing to hotel owners more than 90 days past due. For the year ended December 31, 2013, no interest income was accrued for vacation ownership receivables more than 120 days past due, and insignificant interest income was accrued for vacation ownership receivables past due more than 90 days but less than 120 days.

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*	The ASPAC management and franchising and EAME/SW Asia management segments contained no goodwill balances as of December 31, 2014 and 2013, respectively.

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In 2009, we issued $250 million of 5.750% senior notes due 2015, at an issue price of 99.460% (the “2015 Notes”), and $250 million of 6.875% senior notes due 2019, at an issue price of 99.864% (the “2019 Notes”). We received net proceeds of approximately $495 million from the sale of the 2015 Notes and the 2019 Notes after deducting discounts and offering expenses payable by the Company of approximately $3 million. The proceeds were used to reduce outstanding hotel loans and for general corporate purposes.

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In 2011, we issued $250 million of 3.875% senior notes due 2016, at an issue price of 99.571% (the “2016 Notes”), and $250 million of 5.375% senior notes due 2021, at an issue price of 99.846% (the “2021 Notes”). We received net proceeds of approximately $494 million from the sale of the 2016 Notes and the 2021 Notes, after deducting discounts and offering expenses payable by the Company of approximately $4 million, with any remaining proceeds intended to be used for general corporate purposes.

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In 2013, we issued and sold $350 million of 3.375% Senior Notes due 2023 at an issue price of 99.498% (the “2023 Notes” and together with the 2015 Notes, the 2016 Notes, the 2019 Notes and the 2021 Notes, the “Senior Notes”). We received net proceeds of $345 million from the sale of the 2023 Notes, after deducting discounts and offering expenses payable by the Company of approximately $3 million. We used the net proceeds to pay the redemption price (as described below) in connection with the redemption of the 2015 Notes and to repurchase the 2019 Notes tendered in the cash tender offer, with any remaining proceeds intended to be used for general corporate purposes.

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•	Owned and Leased Hotels—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture.

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Americas Management and Franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in the U.S., Latin America, Canada and the Caribbean. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to payroll costs at managed properties where the Company is the employer. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.

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ASPAC Management and Franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, as well as China, Australia, South Korea and Japan. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to reservations, marketing and IT costs. These revenues and costs are recorded on the lines other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees that are collected from the Company’s owned hotels, which are eliminated in consolidation.

•	EAME/SW Asia Management—This segment derives its earnings primarily from hotel management of our portfolio of brands located primarily in Europe, Africa, the Middle East and India, as well as countries along the Persian Gulf, the Arabian Sea, and Nepal. This segment’s revenues also include the reimbursement of costs incurred on behalf of

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(a)	Intersegment revenues are included in the management and franchise fees revenues totals and eliminated in Eliminations.

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(1)

Represents revenues that we receive from third-party property owners who reimburse us for costs that we incur on their behalf, with no added margin. These costs relate primarily to payroll at managed properties where we are the employer. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Principal Factors Affecting Our Results of Operations—Revenues.”

(2)	Direct and selling, general, and administrative expenses in the fourth quarter of 2014 includes a nonrecurring expense of $22 million, a portion of which relates to prior periods for stock compensation expense for grants made to certain individuals.

(3)	Net income attributable to Hyatt Hotels Corporation in the fourth quarter of 2014 includes impairment charges of $10 million, of which $6 million relates to property and equipment, $2 million relates to intangibles, and $2 million relates to goodwill.

(4)

Net income attributable to Hyatt Hotels Corporation in the fourth quarter of 2013 includes impairment charges of $14 million, of which $11 million is recorded in asset impairments related to the write off of contract acquisition costs in conjunction with the purchase of the remaining portion of a joint venture ownership and $3 million is recorded in equity earnings (losses) from unconsolidated hospitality ventures.

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+	Management contract or compensatory plan or arrangement.